EXHIBIT 10.2


                       EMPLOYMENT AGREEMENT


          This Agreement made as of the 11th day of August, 1997 by
and between Talley Industries, Inc. ("Employer") and Dr. Paul
Foster ("Employee").


W I T N E S S E T H:
- - - - - - - - - -

          WHEREAS, the Employer desires to employ Employee as its
Chief Executive Officer on an interim basis and Employee desires to
be so employed by the Employer on the terms and conditions
hereinafter set forth;

          NOW, THEREFORE, in consideration of the promises and of
the mutual covenants herein contained it is agreed as follows:

          1.   EMPLOYMENT.   Employer hereby agrees to employ
Employee to serve Employer and its present and future subsidiary
and affiliated companies and divisions (hereinafter collectively
referred to as the "Corporate Group") for a term of one year (the
"Employment Term") commencing June 9, 1997 and ending June 9, 1998,
subject however, to the termination provisions of paragraph 4
herein. During such period Employee will: (I) devote his full time
and best efforts to the affairs of Employer and the Corporate Group
spending no time or efforts on the businesses or affairs of others,
(ii) serve Employer as Chief Executive Officer and perform such
duties as Employer shall from time to time designate including but
not limited to assisting in the Employer's search for a Chief
Executive Officer, and (iii) serve as required as an officer and/or
director of the Employer and/or the Corporate Group.

          2.   COMPENSATION AND BENEFITS.

          (a)   Effective as of June 9, 1997, Employer agrees to
pay Employee a salary (the "Base Salary") at the rate of Four
Hundred Thousand Dollars ($400,000.00) per annum, payable in semi-
monthly installments as compensation for his services during the
Employment Term hereunder. During the term of this Agreement,
Employer shall make available to Employee the use of a company
automobile and reimburse Employee for his spouse's reasonable
travel expenses between Philadelphia, Pennsylvania and Phoenix,
Arizona, and provide Employee with a two bedroom apartment in
Phoenix, Arizona. Employee will not receive directors fees during
the term of this Agreement.









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          (b)  Employee will not be eligible for Employer-provided
health benefits, but Employer agrees to pay for the Employee's cost
of the following benefits provided through Saint Joseph's
University during the period September 1, 1997 through August 31,
1998, in lieu of benefits at Talley: (I) Medical (Blue Cross/Blue
Shield Personal Choice PPO); (ii) Dental (Penndental); (iii) Vision
(Opticare); (iv) Long-term Care (UNUM); and (v) matching
contribution of Seven Thousand Six Hundred Forty-two Dollars
($7,642) (net after tax) for Saint Joseph's University 403(b) Plan.
The matching contribution shall be paid to Employee and the
remaining sums shall be paid to either Saint Joseph's University or
the applicable benefit provider. Employer will also provide
Employee with company-sponsored life and long-term disability
insurance coverage in accordance with company policy through August
31, 1998.

          3.   BONUSES.  Employee shall be an eligible participant
under the Employer's bonus programs, if any, in accordance with
their terms as they may be amended.

          4.   TERMINATION.

               (a)  The Employer shall have the right to terminate
this Agreement, and any modifications, extensions or supplements
thereof or thereto at any time during the existence thereof, for
any reason whatsoever, provided, however, the Employee shall be
given one (1) months' notice thereof (or pay in lieu of notice) and
paid the balance of the Base Salary due and provided with the
payments and/or benefits set forth in paragraph 2(b) over the
remainder of the Employment Term.

               (b)  In the event of notice of termination, the
Employer shall have the right, during the period between the date
of receipt of such notice by the Employee and the effective date of
termination, to relieve, and withdraw, the Employee from any or all
duties, powers, authority or responsibilities with respect to the
business or operation of the Employer. Employee agrees to resign
from all offices and positions with Employer and the Corporate
Group, including but not limited to, any positions he may hold as
an officer and/or director of Employer and the Corporate Group,
effective upon the date of such notice of termination, provided
however that Employee may maintain his seat on Employer's Board of
Directors for the remainder of his elected term. In the event
Employee fails to resign from such positions, Employee irrevocably
appoints the Secretary of Employer as his attorney-in-fact to
execute letters of resignation on his behalf.

               (c)  Notwithstanding the provisions of subparagraph 4(a)
above, in the event the Employee has been charged in good faith by
the Employer or by a public authority, in a judicial or
administrative proceeding, with wrongdoing in connection with the
Employer's business or the performance of the Employee's duties
under this Agreement, the Employer may terminate this Agreement and



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shall not be required to make any further payments to Employee. The
wrongdoing referred to in this paragraph is intended to encompass
willful misconduct which injures or causes a loss to the Corporate
Group or a benefit to the Employee or third parties, as, for
example, by embezzlement, appropriation of corporate opportunity,
conversion of tangible or intangible corporate property, the making
of agreements with third parties in which the Employee or anyone
related to or associated with him have a direct or indirect
interest and the like and it is not intended to encompass loss or
injury to the Employer occasioned by ill advised good faith
judgment or negligence in connection with the Employer's business.

          5.   REPLACEMENT.  In the event Employer hires a new
Chief Executive Officer during the Employment Term, Employee agrees
to perform consulting services for the Employer and Employer agrees
to compensate Employee the equivalent salary and benefits listed
herein during the remaining Employment Term.

          6.   EXPENSES.  The Employer shall reimburse the Employee
against vouchers covering the same for all reasonable and necessary
expenses incurred by him in the performance of services under this
Agreement.

          7.   CONFIDENTIALITY.  The Employee agrees that so long
as this Agreement is in effect and for a period of two (2) years
following the termination of this Agreement for any reason he will
not either directly, or indirectly, except in the course of
carrying out the business of the Employer or as authorized in
writing on behalf of the Employer, disclose or communicate to any
person, individual, firm or corporation, any information of any
kind concerning any matters affecting or relating to the business
of the Employer or any of its subsidiaries, including without
limitation, any of the customers, prices, sales, manner of
operation, plans, trade secrets, processes, financial or other data
of the Employer or any of its subsidiaries, without regard to
whether any or all of such information would otherwise be deemed
confidential or material.

          8.   NONCOMPETITION.  The Employee agrees that so long as
this Agreement is in effect he shall not engage or participate
directly, or indirectly, either as principal, agent, employee, 
employer, consultant, stockholder, director, co-partner, or any
other individual or representative capacity whatever, in the
conduct or management of, or own any stock or other proprietary
interest in, any business which at the time competes with the
business of the Employer or any then subsidiary of the Employer
unless he shall have obtained the prior consent thereto of the
Board of Directors of the Employer, except that the Employee shall
be free without such consent to make reasonable investments in any
publicly-owned company or mutual fund so long as he does not become
a controlling party in such company.





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          9.   MISCELLANEOUS.  It is further agreed:

               (a)  This Agreement shall be governed in all
respects, whether as to validity, construction, capacity,
performance or otherwise, by the laws of the State of Arizona, and
Arizona shall be the location of any arbitration or litigation
arising under this Agreement, except as otherwise appropriate for
transfer of or actions on arbitration awards or the judgment of
federal courts in Arizona and except as otherwise required by law
for appeals.

               (b)  Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled
by arbitration in Phoenix, Arizona in accordance with the Rules of
the American Arbitration Association. The prevailing party in any
arbitration or other legal proceeding pertaining to this Agreement
shall recover its reasonable attorneys' fees in such proceeding.
The parties agree that judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof.

               (c)  In case any one or more of the provisions of
this Agreement should be determined to be invalid, illegal or
unenforceable in any respect, the validity, legality and
unenforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

               (d)  The paragraph headings of this Agreement are
for convenience of reference only and shall not affect, or be used
in connection with, the interpretation of this Agreement.

               (e)  This Agreement and all provisions thereof,
including all representations and promises contained herein, are
contractual and not a mere recital and shall continue in permanent
force and effect. This Agreement constitutes the sole and entire
agreement of the parties in respect to the subject matter hereof,
superseding all prior agreements and understandings between the
parties, and there are no agreements of any nature whatsoever
between the parties hereto except as expressly stated herein. No
amendments or additions to this Agreement shall be binding unless
in writing and signed by both parties.















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IN WITNESS WHEREOF, the Employee has hereunto affixed his hand and
the Employer has caused these presents to be executed by a duly
authorized officer, all as of the day and year first above written.



                                 /s/ Paul Foster
                                 ---------------------------------
                                   Dr. Paul Foster


WITNESS:                      TALLEY INDUSTRIES, INC.


/s/  Ralph A. Rockow          By /s/  Joseph A. Orlando
------------------------         ------------------------------
Ralph A. Rockow                    Joseph A. Orlando              
                                   Chairman of the Executive
                                     Compensation Committee


WITNESS:


/s/  Katherine Wilcox         By /s/  Mark S. Dickerson
------------------------         ------------------------------
Katherine Wilcox                   Mark S. Dickerson
                                   Secretary




























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                        CONSENT OF SPOUSE


The undersigned spouse of Dr. Paul Foster hereby consents to
the foregoing "Employment Agreement."



Dated: As of August 10, 1997


                                  /s/  Corolyn E. Clark
                                 --------------------------------
                                   Corolyn E. Clark